Article 1 Scope
The purpose of the Terms is to set forth the terms and conditions for the provision of the Service and the rights and obligations between the Company (as defined below) and the Users (as defined below), and the Terms shall be applied to all aspects of the relationship between the Users and the Company in connection with the Service.
Article 2 Definitions
For purposes of the Terms, the following terms have the following meanings.
- "Service Agreement" means the agreement relating to the use of the Service to be executed under the terms and conditions of the Terms between the Company and the User.
- "IP Rights" means copyrights, patents, utility model rights, design rights, trade mark rights and other intellectual property rights (including rights to obtain, or apply for registration of, such rights).
- "Posted Data" means any content, including but not limited to text, images, animation and other data, that is posted or otherwise transmitted by the User through the Service.
- "Company" means Vesta Inc.
- "Website" means such website as may be from time to time operated by the Company, whose domain name is https://orsa.app (or if the domain name or content thereof is modified for any reasons, such modified website).
- "User" means any person or entity that has been registered as a user of the Service pursuant to Article 3 (Agreement).
- "Service" means the service provided by the Company under the name of Orsa (or if the name or content thereof is modified for any reasons, such modified service).
Article 3 Agreement
If the person who wishes to use the service agrees to comply with this agreement, a contract will be concluded between the User and the Company, and the User will be able to use this service in accordance with this agreement.
Article 4 Prohibited Actions
When using the Service, the User may not conduct any act that falls under, or is determined by the Company to fall under, any of the following:
- acts that violate any laws or regulations or that are associated with criminal activity;
- acts that defraud or threaten the Company, other Users or other third parties;
- acts against public order and good morals;
- acts that infringe any IP Rights, portrait rights, privacy rights, reputation or other rights or interests of the Company, other Users or other third parties;
- acts that place an excessive burden on the network or system of the Service;
- acts to reverse-engineer or otherwise analyze the software or other systems provided by the Company;
- acts that are likely to interrupt the operation of the Service;
- acts to access the network or system of the Company improperly;
- acts to impersonate a third party;
- acts of exploitation, advertisement, soliciting or marketing through the Service without the Company's prior consent;
- acts that cause disadvantage, damage or uncomfortable feelings to other users of the Service or other third parties;
- acts that violate the Rules;
- acts to provide Antisocial Forces with profit;
- acts that, directly or indirectly, cause or facilitate the acts listed in Items (1) through (13) above;
- attempting to conduct any of the acts listed in Items (1) through (14) above; or
- other acts that the Company deems to be inappropriate.
Article 5 Suspension of Service
The Company shall be entitled to, without any advance notice to the User, suspend or discontinue the Service, in whole or in part, in the event that:
- Inspection or maintenance of the computer system for the Service needs to be performed due to urgent circumstances;
- The Company becomes unable to provide the Service due to error in computers or communication lines, wrong operation, excessively concentrated access, unauthorized access, hacking or the like;
- The Company becomes unable to provide the Service due to force majeure, including but not limited to earthquake, lightning, fire, storm and flood damage, power blackout and other natural disasters; or
- The Company determines that suspension or discontinuance is required for other reasons.
Article 6 Ownership of Rights
Any and all IP Rights related to the Website and the Service are expressly reserved by the Company or its licensor. Nothing contained herein shall be construed as granting to the User a license of the IP Rights related to the Website and the Service owned by the Company or its licensor.
Article 7 Modification and Termination of Service
- The Company shall be entitled to at any time modify or terminate the Service in its own discretion.
- The Company shall notify in advance the User of any intended termination by the Company of the Service.
Article 8 Disclaimer and Waiver of Warranties
- THE COMPANY MAKES DOES NOT MAKE WARRANTIES, EXPRESS OR IMPLIED, (i) that the Service fits or is suitable for a particular purpose contemplated by the User, (ii) that the Service has expected functions, commercial value, accuracy or usefulness, (iii) that the use by the User of the Service complies with the laws and regulations or internal rules of industrial organizations that are applicable to the User, or (iv) that the Service will be free of interruption or defects.
- The Company shall not be liable for the damages incurred by the User in relation to the Service. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR FUTURE DAMAGES, OR LOST PROFITS.
- Any transactions, communications and disputes arising between the User and other Users or a third party in connection with the Service or the Website shall be addressed and resolved by the User at its responsibility.
Article 9 Confidentiality
The User shall keep confidential any and all non-public information disclosed in relation to the Service by the Company to the User for which the Company, at such disclosure, requires the User a confidential treatment, unless the User has obtained the prior written approval from the Company.
Article 10 Treatment of User Information
- The Company may, in its sole discretion, use or make public any information or data provided by the User to the Company as statistical information in a form that cannot identify an individual, and the User may not raise any objection to such use or publication.
Article 11 Amendment
The Company reserves the right to amend or change the Terms when the Company finds it necessary. In the event of any amendment or change to the Terms, the Company shall inform the effective time and content of the amended or changed Terms by posting on the Website or other appropriate way, or notify the User of the same. Notwithstanding the foregoing, the Company shall obtain the User's consent in a manner specified by the Company for the amendment or change of the Terms that requires such consent under the applicable laws.
Article 12 Notice
Any communications or notices from the User to the Company, including but not limited to inquiries with respect to the Service, and any communications or notices from the Company to the User, including but not limited to notices concerning any amendment to the Terms shall be made in accordance with the procedures specified by the Company.
Article 13 Assignment
- The User shall not assign, transfer, grant security interests on or otherwise dispose of the Service Agreement or its rights or obligations under the Terms without the prior written consent of the Company.
- In cases where the Company transfers the business regarding the Service to a third party, the Company may, as part of such transfer, assign to the third party the Service Agreement, the rights and obligations of the Company under the Terms, and the Registration Information and other information relating to the User, and the User hereby agrees to such transfer in advance. The business transfer referred to above in this Paragraph shall include, in addition to the usual form of business transfer, a company split or any other form that would result in a business transfer.
Article 14 Severability
If any provision of the Terms or a part thereof is held to be invalid or unenforceable under Consumer Contract Law of Japan or other laws or regulations, the remaining provisions hereof or the remaining portion of the provision held invalid or unenforceable in part shall remain in full force and effect.
Article 15 Governing Law and Jurisdiction
- The Terms shall be governed by the laws of Japan without regard to conflict of laws principles.
- Any and all disputes arising out of or in connection with the Terms or the Service Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance.
The Terms shall be executed in the Japanese language. Japanese shall be the governing language and any translation of the Terms into any other language is for convenience of reference only and shall not bind the parties hereto.